SHA & SSA Review

The SSA governs the investment itself, the price, the conditions to closing, the representations and warranties you give, and the indemnities you take on. Founders frequently underestimate the warranty and indemnity sections, which can leave them personally exposed long after the money has arrived. Our team scrutinises exactly what you are warranting, caps your exposure where the law and the negotiation allow, and makes sure the conditions precedent are achievable rather than open-ended traps.

The SHA is the constitution of the relationship, and its clauses decide how the company is actually run. We focus on the board and its reserved matters, the affirmative voting items that give investors a veto, the information and inspection rights, the transfer restrictions including rights of first refusal and tag and drag rights, the anti-dilution mechanics, the founder lock-in and good-leaver and bad-leaver treatment, and the exit and liquidation waterfall that determines who gets paid first when value is realised. Each of these can be founder-friendly or founder-hostile depending on a single phrase, and Law Mahaguru reads for that phrase.

What our clients value is that we connect the documents to lived consequences. A reserved matter that sounds reasonable can paralyse routine decisions. A drag-along set at the wrong threshold can force a founder into a sale they oppose. We have repeatedly reshaped these terms so founders keep the operational freedom they need while investors get the protections they are entitled to, which is the balance a durable agreement requires.

We also make sure the SHA and the SSA agree with each other and with the articles of association, because contradictions between these documents are a common and avoidable source of later dispute.

We work with founders closing their first institutional round, companies raising follow-on capital, and teams renegotiating terms with existing investors. Each receives a review that turns dense legal text into clear decisions.

Sign these documents carefully and they protect you for years; sign them carelessly and they constrain you for just as long. Law Mahaguru makes sure it is the former. Send us your SHA and SSA, and we will make the binding terms work for you.